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FBN Holdings Plc 2017 Annual Report and Accounts

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Published by , 2018-05-08 12:37:32

FBN Holdings Plc 2017 Annual Report and Accounts

FBN Holdings Plc 2017 Annual Report and Accounts

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Notes to the Consolidated Financial Statements

for the year ended 31 December 2017

49 Compliance with regulations

During the year, the entities within the Group were penalised by their respective regulators as follows:

(a) FBN Holdings Plc
Ÿ N1.65million to the Securities and Exchange Commission for late submission of 2016 Annual Accounts.
(b) First Bank of Nigeria Limited
Ÿ N4million to CBN for exceeding regulatory single obligor limit in 2015.
Ÿ N3million was imposed by CBN for Non-compliance with extant regulation on reporting line of CRO.
Ÿ N3million was paid to CBN for failure to obtain CBN approval prior to loan write-off.
Ÿ N2million was imposed by CBN for opening new LCs for unauthorised sector (Finished Goods) outside of CBN

mandate.
Ÿ N2million was imposed by CBN for failure to implement external auditor's recommendation contained in the December

2015 management letter.
Ÿ N1.142million was paid to CAC for non-display of the Bank's Statement of Affairs in Branches (Saminaka Branch,

Kaduna (South) Branch, Afikpo Branch, Bola Ige International Market Branch, Asaba Branch, Awka Branch, Kaduna
Main Branch,Kaduna GRA Branch).

(c) FBNQuest Merchant Bank Limited
Ÿ N75,000 to CBN for late submission of FINA returns

50 Events after statement of financial position date

No significant event occurred after the reporting date.

51 Dividends per share

A cash dividend of N7.18 billion at N0.20 per share (2015: N5.38 billion) that relates to the period to 31 December 2016 was paid
in May 2017.

FBN HOLDINGS PLC Annual Report and Accounts 2017 251

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Notes to the Consolidated Financial Statements

for the year ended 31 December 2017

52 Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year, excluding the average number of ordinary shares purchased by the
members of the Group and held as treasury shares.
The Company does not have potential ordinary shares with convertible options and therefore there is no dilutive impact on the profit
attributable to the equity holders of the parent.

Group Company

31 December 31 December 31 December 31 December
2017 2016 2017 2016
N'million N'million
N'million N'million

Profit from continuing operations attributable to owners of the 51,405 19,020 9,275 7,507
parent (N'million)
(7,774) (4,898) - -
Loss from discontinued operations attributable to owners of the 35,895 35,895 35,895 35,895
parent (N'million)
1.43 0.53 0.26 0.21
Weighted average number of ordinary shares in issue (in million) (0.22) (0.14) - -
0.39
Basic/diluted earnings per share (expressed in Naira per share) 1.21 0.26 0.21

- from continuing operations

- from discontinued operations

252 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

OTHER NATIONAL DISCLOSURES
statement of value added - group

Gross income 31 December 31 December %
Interest and fee expense 2017 2016 100

Administrative overheads N'million % N'million
Value added 595,445 581,831
(150,182) (111,911)
Distribution 445,263
Employees (136,533) 469,920
- Salaries and benefits 308,730 (122,221)
100 347,698
Government 85,678
- Taxation 28 83,805 24
9,040
The future 3 5,807 2
- Asset replacement (depreciation) 11,600
- Asset replacement (amortisation) 4,201 4 11,584 3
- Asset replacement (provision for losses) 150,424 1 3,324 1
- Expansion (transfers to reserves) 47,785 49 226,037 65
308,730 15 17,141 5
100 347,698 100

FBN HOLDINGS PLC Annual Report and Accounts 2017 253

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

OTHER NATIONAL DISCLOSURES
statement of value added - COMPANY

Gross income 31 December 31 December %
Interest and fee expense 2017 2016 100

Administrative overheads N'million % N'million
Value added 13,715 12,715
-
Distribution - 12,715
Employees 13,715 (2,321)
- Salaries and benefits (2,952)
10,763 100 10,394
Government
- Company income tax 982 9 702 7

The future 107 1 104 1.00
- Asset replacement (depreciation)
- Asset replacement (amortisation) 398 4 381 4
- Asset replacement (provision for losses) -
- Expansion (transfers to reserves) - - --

9,275 - 1,700 16
10,763
86 7,507 72

100 10,394 100

254 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

OTHER NATIONAL DISCLOSURES
FIVE YEAR FINANCIAL SUMMARY - GROUP

STATEMENT OF FINANCIAL POSITION

31 December 31 December 31 December 31 December 31 December
2017 2016 2015 2014 2013

N'million N'million N'million N'million N'million

Assets: 641,881 690,165 715,871 698,104 594,234
Cash and balances with central bank 742,929 444,871 385,769 460,911 430,586
Loans and advances to banks 2,001,223 2,083,894 1,817,271 2,178,986 1,769,130
Loans and advances to customers 27,601
Financial assets at fair value through profit or loss 83,713 46,711 26,426 711,639 10,287
Investment securities 1,248,608 1,050,588 913,779 68,483 824,064
Assets pledged as collateral 105,646 40,640
Other assets 208,925 197,420 35,483 37,805 53,650
Inventory 132,731 47,786 49,649 45,640
Investment in associates - 30,253
Investment properties - - - 2,826
Property, plant and equipment 1,357 1,114 3,025 88,557 7,029
Intangible assets 1,993 3,003 88,398 8,569 2,413
Deferred tax 88,263 88,315 9,687 11,285 81,299
Assets held-for-sale 16,211 15,328 14,615 8,331 8,748
18,554 17,278 4,343,737 7,120
50,149 50,332 570 4,549
5,236,537 4,736,805 4,166,189 3,869,001

Financed by: 17,948 17,948 17,948 16,316 16,316
Share capital 233,392 233,392 252,892 254,524 254,524
Share premium 432,347 331,783 304,284 249,190 196,432
Reserves (5,494)
Non-controlling interest 665,366 (548) 3,675 4,033 4,505
Deposits from banks 3,143,338 416,078 144,652 171,151 82,032
Deposits from customers 3,104,221 2,970,922 3,050,853 2,929,081
Financial liabilities at fair value through profit or loss 9,404 10,917
Liabilities on investment contracts 13,399 37,137 12,488 60,617 1,701
Liabilities on insurance contracts 21,734 9,440 10,157 8,260 68,723
Borrowings 420,919 10,287 11,837 369,707
Retirement benefit obligations 2,203 316,792 256,116 2,029 3,651
Current income tax 10,194 2,662 3,764 11,829 126,302
Other liabilities 261,725 8,897 8,773 132,633
Deferred income tax liabilities 235,388 168,441 1,924
Liabilities held-for-sale 606 87 34,167
9,457 813 239 1,592 149,606
5,236,537 12,515 - 4,343,737
4,736,805 37
4,166,189 -

3,869,001

FBN HOLDINGS PLC Annual Report and Accounts 2017 255

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

OTHER NATIONAL DISCLOSURES
FIVE YEAR FINANCIAL SUMMARY - GROUP

INCOME STATEMENT

12 months 12 months 12 months 12 months 12 months
ended ended ended ended ended

31 December 31 December 31 December 31 December 31 December
2017 2016 2015 2014 2013

N'million N'million N'million N'million N'million

Gross Earnings 595,445 581,831 502,691 481,774 396,235

Net operating income 444,834 469,926 361,537 356,243 296,426
(Loss)/Gain from disposal of subsidiary - (8) 1,572 - -
Insurance claims
Operating expenses (4,041) (2,190) (3,306) (1,043) (488)
Group's share of associate's results (233,975) (218,744) (219,429) (235,801) (185,298)
Impairment charge for credit losses
Profit before taxation 430 - - 599 1,006
Taxation (150,424) (226,037) (118,794) (25,942) (20,309)
Profit from continuing operations 94,056
Loss from discontinuing operations 56,825 22,948 21,581 (10,045) 91,337
Profit for the year (9,040) (5,807) (6,042) (20,706)
Profit attributable to: 47,785 17,141 15,539 84,011
Owners of the parent (7,774) (4,898) - 70,631
Non-controlling interest 40,011 12,243 (391) -
15,148 84,011
Earnings per share in kobo (basic/diluted) 43,631 14,122 70,631
(3,620) (1,879) 15,406 84,231
40,011 12,243 (258) (220) 70,135
496
121 39 15,148 84,011
43 235 70,631
216

256 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

OTHER NATIONAL DISCLOSURES
FINANCIAL SUMMARY - COMPANY

STATEMENT OF FINANCIAL POSITION

31 December 31 December 31 December 31 December 31 December
2017 2016 2015 2014 2013

N'million N'million N'million N'million N'million

Assets: 7,585 645 4792 3,261 1,477
Loans and advances to banks 108 65 63 80 72
Loans and advances to customers
Investment securities 9,842 12,350 7,019 4,272 9,847
Investment in associates - - 1,500 1,500 9,281
Investment in subsidiaries 263,595 260,777 246,777
Other assets 242,395 242,395 4,670 14,361 43,285
Property, plant and equipment 9,011 10,599 1,192 1,519 1,072
Assets held-for-sale 680 849 2,000
- - - 287,770 -
282,831 311,811
269,622 266,903
16,316
Financed by: 17,948 17,948 17,948 16,316 254,524
Share capital 233,392 233,392 252,892 254,524
Share premium 37,261
Reserves 10,624 8,365 6,242 7,340 -
Current income tax 104 84 - -
Other liabilities 3,710
7,553 7,114 5,751 9,590 311,811
269,621 266,903 282,831 287,770

INCOME STATEMENT

12 months 12 months 12 months 12 months 12 months
ended ended ended ended ended

31 December 31 December 31 December 31 December 31 December
2017 2016 2015 2014 2013

N'million N'million N'million N'million N'million

Gross Earnings 13,715 12,715 6,794 16,969 74,988

Net operating income 13,715 12,571 5,195 7,800 72,289
Gain from disposal of subsidiary/associate - 144 1,600 - -
Operating expenses (4,615)
Profit before taxation (4,333) (5,104) 2,180 (2,117) (1,658)
Taxation 9,382 7,611 5,683 70,631
Profit after taxation (104) -
Earnings per share in kobo (basic) (107) 7,507 2,180 - -
9,275 21 5,683 70,631
6
26 16 216

FBN HOLDINGS PLC Annual Report and Accounts 2017 257

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

SHAREHOLDER INFORMATION

Resources for shareholders include a shareholder
data update form, a glossary of ratios, a summary
of abbreviations and Group contact details.

259 Shareholder Resources >>
275 Contact Information >>
276 Glossary of Ratios >>

258 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Shareholder Resources

Dividend History

FIRST BANK OF NIGERIA PLC

Payment Year end Dividend Date payable Total Net DIV. Amount (N) Dividend Per Net DIV. Amount % net DIV.
no. type Share Unclaimed as at Amount
31 December 2017 unclaimed

49 31-Mar-2006 Final 28-Aug-2006 4,714,802,449.20 1.00 79,157,900.50 1.68
281,093,442.98 2.68
50 31-Mar-2007 Final 3-Sep-2007 10,477,338,776.00 1.00 246,819,837.23 1.15
244,292,223.75 0.81
51 31-Mar-2008 FINAL 25-Aug-2008 21,481,234,960.68 1.20 273,299,385.19 10.47
645,249,856.81 3.66
52 31-Mar-2009 Final 24-Aug-2009 30,207,986,658.90 1.35 638,077,805.64 2.72
2,407,990,452.10 2.18
53 31-Dec-2009 Final 31-May-2010 2,610,566,748.54 0.10

54 31-Dec-2010 Final 6-Jun-2011 17,621,325,552.24 0.60

55 31-Dec-2011 Final 4-Jun-2012 23,495,100,736.32 0.80

Total 110,608,355,881.88

FBN HOLDINGS PLC

Payment Year end Dividend Date payable Total net DIV. amount (N) Dividend Net DIV. Amount % Net DIV.
no. type per share Unclaimed as at Amount
31 December 2017 unclaimed
1 31-Dec-2012 Interim 3-Jun-2013 29,434,858,173.90 1.00
2 1,220,016,361.28 4.14
3 27-May-2013 Final 26-May-2014 32,408,788,807.89 1.10 1,672,898,298.06 5.16
4 10.31
5 31-Dec-2014 Final 25-May-2015 2,963,937,941.77 0.10 305,643,207.82 11.94
Total 583,672,489.45 27.54
31-Dec-2015 Final 30-May-2016 4,889,733,076.23 0.15 1,793,873,685.20 7.32
5,576,104,041.81
31-Dec-2016 Final 22-May-2017 6,512,770,910.98 0.22

76,210,088,910.77

CREDIT RATING SUMMARY* Rated Entity Report Date National International Outlook
FBNHoldings December 2017 Long-term Short-term Long-term Short-term Stable
Standard & Poor’s FirstBank December 2017 Stable
Fitch FBNHoldings July 2017 ngBB+ ngB B- B Negative
Global Credit Rating (GCR) FirstBank July 2017 B- B Negative
FirstBank September 2017 ngBB+ ngB B- B Stable
B- B
BB+ (nga) B(nga) --

BB+ (nga) B(nga)

A-(NG) A1-(NG)

*Credit rating summary as at April 30, 2018

FBN HOLDINGS PLC Annual Report and Accounts 2017 259

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Shareholder Resources

FBNHOLDINGS AND EQUITY MARKET STATISTICS AS AT 31 DECEMBER 2017 2017 2016 Variance


FBNH Share Price 9.29 4.65 99.78%
High for the year (N) 2.96 2.95 0.34%
Low for the year (N) 8.80 3.35 162.69%
Closing (N)
FBNH Share Statistics 6,515.42 5,646.12 15.40%
Total volume of shares traded (million) 37,380.84 20,387.02 83.36%
Total value of shares traded (N’million) 315,878.57 120,249.23 162.69%
Market capitalisation (million)
Market Indicators 38,243.19 26,874.62 42.30%
NSE all share index
Total equities volume traded (billion) 100.52 95.83 4.89%
Total equities value traded (N’billion)
Equities market cap (N’trillion) 1,272.16 577.10 120.44%

13.61 9.26 46.97%

2018 FBNHOLDINGS FINANCIAL REPORTING CALENDAR BREAKDOWN OF SHAREHOLDERS BY TYPE

Date Event Government-Related Holdings 1.83%
Monday, April 30, 2018 FY 2017 Results Conference Call Foreign Institutional 10.56%
Q1 2018 Results Conference Call
Tuesday, May 15, 2018 FBNHoldings Annual General Meeting Domestic Institutional 33.47%
Monday, July 30, 2018 H1 2018 Results Conference Call Retail 54.14%
Friday, October 26, 2018 9M 2018 Results Conference Call

These dates are subject to change. For more information, please
refer to the Investor Relations website for updates.

BREAKDOWN OF THE SHAREHOLDER STRUCTURE AS AT 31
DECEMBER 2017

Shareholder Type 31 December 2017 %
Units Held
Retail
Domestic Institutional 19,431,555,848 54.14%
Foreign Institutional
Government-Related Holdings 12,014,373,652 33.47%

3,791,823,464 10.56%

657,539,828 1.83%

35,895,292,792 100.00%

260 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Shareholder Resources

SHARE CAPITALISATION HISTORY

Authorised Paid Up Cumulative Consideration
Year Increase (N) Cumulative (N) Increase (N) Cumulative (N) No of Shares

31 Dec 1973 - 10,000,000 - 9,700,000 9,700,000 Cash

10 Jun 1975 5,000,000 15,000,000 1,940,000 11,640,000 11,640,000 Bonus

27 July 1976 - 5,000,000 2,328,000 13,968,000 13,968,000 Bonus

28 July 1977 10,000,000 25,000,000 6,984,000 20,952,000 20,952,000 Bonus

27 July 1978 5,000,000 30,000,000 8,381,000 29,333,000 29,333,000 Bonus

28 Dec 1978 10,000,000 40,000,000 - 29,333,000 29,333,000 -

26 July 1979 10,000,000 50,000,000 14,666,200 43,999,200 43,999,200 Bonus

24 July 1980 - 70,000,000 9,262,990 55,577,937 55,577,937 Bonus

26 July 1980 20,000,000 70,000,000 2,315,747 46,314,947 46,314,947 -

29 Apr 1981 - 70,000,000 5,557,792 61,135,729 61,135,729 Bonus

29 Apr 1982 50,000,000 150,000,000 - 61,135,729 61,135,729 -

16 Apr 1986 - 150,000,000 6,113,574 67,249,303 67,249,303 Bonus

9 Apr 1987 - 150,000,000 13,449,862 80,699,165 80,699,165 Bonus

8 Apr 1988 - 150,000,000 - 80,699,165 80,699,165 -

27 Apr 1989 - 150,000,000 - 80,699,165 161,398,330 Stock split from N1.00 to 50 kobo

26 Apr 1990 - 150,000,000 - 80,699,165 161,398,330 -

26 Apr 1991 - 150,000,000 - 80,699,165 161,398,330 -

27 Apr 1992 - 150,000,000 - 80,699,165 161,398,330 -

29 Apr 1993 - 150,000,000 26,899,721 107,598,886 215,197,772 Bonus

28 Apr 1994 150,000,000 300,000,000 107,598,882 215,197,768 430,395,536 Bonus

25 Apr 1995 - 300,000,000 53,799,441 268,997,209 537,994,418 Bonus

25 Apr 1996 - 300,000,000 67,249,301 336,246,510 672,493,020 Bonus

22 May 1997 700,000,000 1,000,000,000 1,000,000,000 436,246,510 872,493,020 Cash

22 May 1997 - 1,000,000,000 84,061,627 520,308,137 1,040,616,274 Bonus

23 July 1998 - 1,000,000,000 130,077,034 650,385,171 1,300,770,342 Bonus

27 July 2000 - 1,000,000,000 162,596,292 812,981,463 1,625,962,926 Bonus

26 July 2001 2,000,000,000 3,000,000,000 203,245,365 1,016,226,828 2,032,453,656 Bonus

31 July 2002 - 3,000,000,000 254,056,705 1,270,283,533 2,540,567,066 Bonus

31 July 2003 - 3,000,000,000 254,056,705 1,524,340,238 3,048,680,476 Bonus

19 Nov 2003 - 3,000,000,000 254,056,705 1,778,396,943 3,556,793,886 Cash

19 Aug 2004 - 3,000,000,000 222,299,589 2,000,696,532 4,001,393,063 Bonus

20 Jun 2005 - 3,000,000,000 500,174,160 2,500,870,692 5,001,741,383 Bonus

3 Jan 2006 - - 20,009,495 2,520,880,187 5,041,760,373 FBN Holdings Plc. shares issued in

exchange for minority shares in

FBNQuest Merchant Bankers

3 Jan 2006 - - 64,196,005 2,585,076,192 5,170,152,383 FBN Holdings Plc. shares issued in

exchange for MBC shares

3 Jan 2006 - - 34,258,503 2,619,334,694 5,238,669,388 FBN Holdings Plc. shares issued to majority

shareholders in FBNQuest Merchant

Bankers arising from the consolidation

24 Aug 2006 7,000,000,000 10,000,000,000 2,619,334,694 5,238,669,388 10,477,338,776 Increase/Bonus

22 Aug 2007 - - 873,111,565 6,111,780,953 12,223,561,906 Bonus

01 July 2007 - - 3,833,235,233 9,945,016,186 19,890,032,371 2007 hybrid offer

22 Aug 2008 5,000,000,000 15,000,000,000 2,486,254,046 12,431,270,232 24,862,540,463 Bonus

20 Aug 2009 - 15,000,000,000 2,487,000,000 4,143,756,743 29,006,297,206 Bonus (1 for 6)

27 Aug 2010 - 3,625,787,150 32,632,084,356 Bonus (1 for 8)

21 May 2015 - 3,263,208,435 35,895,292,792 Bonus (1 for 10)

FBN HOLDINGS PLC Annual Report and Accounts 2017 261

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Notice of 6th Annual General Meeting FBN HOLDINGS PLC.
RC 916455

NOTICE IS HEREBY GIVEN that the 6th Annual General Meeting (AGM) of members of FBN HOLDINGS PLC will be held at the
Zinnia Hall, Eko Hotel and Suites, Plot 1415 Adetokunbo Ademola Street, Victoria Island, Lagos, on Tuesday, May 15, 2018 at
10a.m. or so soon thereafter to transact the following:

Ordinary Business: transfer books of the Company will be closed from 7-11 May
1. To receive the Audited Accounts for the financial year ended 2018 (both dates inclusive) to enable the Registrars update
records in preparation for the payment of dividend.
31 December 2017 together with the reports of the Directors,
Auditors, Board Appraisers and Audit Committee thereon. 4. E-DIVIDEND MANDATE
2. To declare a dividend.
3. To re-elect retiring Directors: Shareholders are kindly requested to update their records and
a. To re-elect Oye Hassan-Odukale, MFR, as Director advise First Registrars & Investor Services Limited of their
b. To re-elect UK Eke, MFR as Director updated records and relevant bank accounts for payment of
c. To re-elect Dr Adesola Adeduntan as Director their Dividends. Detachable forms in respect of mandate for
4. To authorise the Directors to fix the remuneration of the e-dividend payment, and shareholder data update are attached
Auditors. to the Annual Report for convenience. The forms can also be
5. To elect members of the Audit Committee. downloaded from the Company’s website at www.fbnholdings.
com or from First Registrars & Investor Services Limited’s
Notes website at www.firstregistrarsnigeria.com.

1. PROXY The duly completed form should be delivered to First Registrars
& Investor Services Limited, Plot 2, Abebe Village Road, Iganmu,
A member entitled to attend and vote at the AGM is entitled to Lagos.
appoint a proxy to attend and vote in his stead. A proxy need
not also be a member. A proxy form is at the end of the financial 5. UNCLAIMED DIVIDEND WARANTS
statements. All instruments of proxy must be duly stamped at
the Stamp Duties Office and deposited at the registered Office Shareholders are hereby informed that a sizeable quantity of
of the Company or the Office of the Registrars, First Registrars share certificates and dividend warrants have been returned
& Investor Services Limited, Plot 2, Abebe Village Road, Iganmu, to the Registrars as unclaimed. Some dividend warrants have
Lagos, not later than 48 hours before the time for holding the neither been presented for payment nor to the Registrars for
meeting. revalidation.

2. DIVIDEND Affected members are by this Notice advised to contact the
Registrars - First Registrars & Investor Services Limited, Plot 2,
If the proposed dividend recommended by the Directors is Abebe Village Road, Iganmu, Lagos for resolution.
approved by members at the AGM, the Dividend Warrants will be
payable on Wednesday, 16 May 2018 to members whose names 6. STATUTORY AUDIT COMMITEE
appear in the Register of members at the close of business
on Friday, 4 May 2018. Shareholders who have completed the In accordance with Section 359(5) of the CAMA, a shareholder
e-Dividend Mandate forms will receive a direct credit of the may nominate another shareholder for appointment to the Audit
dividend into their bank accounts. Committee. Such nomination should be in writing and must
reach the Company Secretary not less than 21 days before the
3. CLOSURE OF REGISTER OF MEMBERS AGM. The Code of Corporate Governance of the Securities
and Exchange Commission (SEC) and Central Bank of Nigeria
In accordance with Section 89 of Company and Allied Matters (CBN) respectively indicate that some of the members of the
Act (CAMA), please note that the Register of members and Audit Committee should have basic financial literacy and be
knowledgeable in internal control processes.

262 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Notice of 6th annual general meeting

In view of the above, we therefore request that nominations be 8. RIGHT OF SHAREHOLDERS TO ASK QUESTIONS
accompanied by a copy of the nominee’s Curriculum Vitae. The
Curriculum Vitae of eligible candidates will be posted on the Pursuant to Rule 19.12 (c) of the Nigerian Stock Exchange’s
Company’s website before the date of the meeting. Rulebook 2015, please note that it is the right of every
shareholder to ask questions not only at the meeting but also
7. RETIREMENT/RE-ELECTION OF DIRECTORS in writing prior to the meeting. We urge that such questions be
submitted to the Company Secretariat not later than two weeks
Oye Hassan-Odukale, MFR, UK EKe, MFR and Dr Adesola before the date of the meeting.
Adeduntan are retiring by rotation at the current meeting in line
with Section 259 of CAMA. The retiring Directors, being eligible, BY ORDER OF THE BOARD
are offering themselves for re-election as Directors at the AGM.
Seye Kosoko
Company Secretary
The profiles of the Directors are contained in the Annual Report FRC/2013/NBA/00000002006
35 Marina, Lagos
and on the Company’s website.
Dated 23rd March 2018

FBN HOLDINGS PLC Annual Report and Accounts 2017 263

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264 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Proxy Form

FBN Holdings Plc. (RC 916455)

6th Annual General Meeting to be held at Zinnia Hall, Eko Hotel Resolution For Against
and Suites, Victoria Island, Lagos on Tuesday, 15 May 2018 at
10 a.m. We desire 1) T o receive the consolidated
*We................................................................................................................................... this proxy to Annual Report and Accounts
be used in
(Name of shareholder in block letters) favour of/or 2) To declare a dividend
against the
The undersigned, being a member of the above named Company resolution as 3a) To re-elect Oye Hassan-Odukale,
hereby appoint ............................................................................................................ indicated MFR, as Director
or failing him/her the Chairman of the meeting as my/our proxy to alongside
vote for me/us and on my/our behalf at the Annual General Meeting 3b) To re-elect UK Eke, MFR, as
of the Company to be held on 15 May 2018 and at any adjournment Director
thereof.
Unless otherwise instructed, the proxy will vote or abstain from voting 3c) To re-elect Dr Adesola Adeduntan,
as he/she thinks fit. as Director
Dated this..........................................................day of.....................................2018
Signature......................................................................................................................... 4) To fix the remuneration and
expenses of the Company’s
Notes: auditor

1. This form of proxy together with the Power of Attorney or other 5) To appoint Audit Committee
authority, if any, under which it is signed, or a notarial certified
copy thereof must reach the Company Secretary at 35 Marina, Please indicate with “X” in the appropriate box how
Lagos, not later than 48 hours before the time for holding the you wish your vote to be cast on the resolutions set
meeting. out above. Unless otherwise instructed, the Proxy
will vote or abstain from voting at his/her discretion.
2. Where the appointer is a corporation, this form may be under
seal or under the hand of any officer or attorney duly authorised.

3. In the case of joint holders, the signature of anyone of them will
suffice, but the names of all joint holders should be shown.

4. It is a legal requirement that all instruments of proxy must bear
appropriate stamp duty (currently =N=500.00) from the Stamp
Duties Office.

Before posting the above form please tear off this part and retain it for admission to the meeting

Admission Form
FBN Holdings Plc. (RC 916455)

ANNUAL GENERAL MEETING TO BE HELD at Zinnia Hall, Eko Hotel and Suites, Victoria Island, Lagos on Tuesday, 15 May 2018 at 10 a.m.

*Name of shareholder ........................................................................................................................................................................................................................................................

*Name of proxy....................................................................................................................................................................... (IF YOU ARE UNABLE TO ATTEND THE MEETING)
A member (shareholder) entitled to attend and vote is entitled to appoint one or more Proxies to attend and vote instead of him.
A proxy need not be a member. The above proxy form has been prepared to enable you exercise your right to vote.

IMPORTANT
Please insert your name in BLOCK CAPITALS on both proxy and admission forms where asterisked. Insert the name of any person whether a member of the
Company or not, except for the Chairman of the Company, who will attend the meeting and vote on your behalf.

FBN HOLDINGS PLC Annual Report and Accounts 2017 265

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266 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

F rst

E-Products Activation Form 1. Complete, sign and date the form
2. Fill out all compulsory( * ) fields
3. Fill out in CAPITAL LETTERS

You need not worry about the safety of your shares anymore. Simply stay aboard with our e-products and services.

E-share Notifier SMS alert on transactions that occur on your share account (AGM & EGM, dividend payments, bonuses, debits/
credits etc.)

M-access The smart way to access your stock balances, dividend amount etc. via SMS on your mobile phone. Simply send
your assigned PIN to 6591. The service is available only in Nigeria and attracts N20/SMS by network operator.

Online Access Online access to your share account statements. You can view and print your account statement, make a change
of address and access dividend information etc.

INSTRUCTION
Please fill in the form and return to the address below:

The Registrars
First Registrars & Investor Services Ltd,
Plot 2 Abebe Village Road, Iganmu,
PMB 12692, Lagos, Nigeria.

SHAREHOLDER ACCOUNT INFORMATION
Surname* First name* Other names

Address line 1 *

Address line 2

City State* Country

GSM no (Mobile) * GSM no (Telephone) *

Email address *

Signature(s)* Corporate stamp/seal *

CHARGES: N1,000 per annum/product
Individual:

Corporate bodies: N2,000 per annum/product

Please tick (√) the product(s) you are activating.
All payments should be made into each product’s account number respectively:

E-share notifier activation - Account No. 2013302579
M-access activation - Account No. 2011760908
Online access activation - Account No. 2013798370

In any FirstBank branch nationwide and a copy of the payment slip attached to this form upon submission.

First Registrars & Investor Services Ltd FBN HOLDINGS PLC Annual Report and Accounts 2017 267

...connecting you to your wealth

Website: www.firstregistrarsnigeria.com Email: [email protected]

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

268 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

E-Dividend Mandate Management System (E-Dmms)

F rst

Dear Shareholder,

Introducing the E-Dividend Mandate Management System (E-DMMS)

We are pleased to inform you that dividends on your shareholdings can now be paid directly into your preferred bank account.

This is made possible with the E-Dividend Mandate Platform, which allows you to register/validate your e-dividend mandate
at any branch of a bank nearest to you nationwide or at First Registrars offices.

The platform also provides you with a quick and convenient way to enjoy the benefits of the direct cash settlement (DCS) from
your registrar, while minimising the incidents of unclaimed dividends.

To register and be mandated for your e-dividend, please visit any of the First Registrars offices listed below or a bank branch
nearest to you.

It is easy and it is a one-off exercise!

FIRST REGISTRARS & INVESTOR SERVICES LTD IBADAN
Plot 2, Abebe Village Road, First Bank of Nigeria Limited (2nd Floor)
Iganmu, PMB 12692, 48 Molete/Challenge Road,
Lagos Opposite Texaco,
Tel: +234 (1) 2799880, +234 (1) 2701078 Ibadan, Oyo State
Email: [email protected] Tel: +234 802 571 4780

ABUJA KADUNA
First Bank of Nigeria Limited First Bank of Nigeria Limited (Area Office)
Jos Street Branch 14 Bank Road, Kaduna,
Plot 451, Opposite Sharon Hotel Kaduna State
Area 3, Garki, Abuja Tel: +234 802 396 4430
Tel: +234 802 315 4938
PORT HARCOURT
ENUGU First Bank of Nigeria Limited (2nd Floor)
First Bank of Nigeria Limited (Main Branch) 22/24 Aba Road
21, Okpara Avenue Port Harcourt,
Enugu, Rivers State
Enugu State Tel: +234 805 565 6430
Tel: +234 805 459 0483

Please fill the E–DMMS form overleaf.
Thank you.

First Registrars & Investor Services Ltd 269

...connecting you to your wealth

Website: www.firstregistrarsnigeria.com Email: [email protected] PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

E-Dividend Mandate Management System (E-Dmms)

F rst Affix Current
Passport Here
Instruction
Please complete all sections of this form to make it eligible for processing and return to the (To be stamped by Bankers)
address below:

The Registrar, Write your name at the back
First Registrars & Investor Services Ltd. of your passport photograph
2 Abebe Village Road, Iganmu,
PMB 12692 Lagos, Nigeria.

I/We hereby request that henceforth, all my/our dividend payment(s) due to me/us from my/our holdings in FBN Holdings Plc be
credited directly to my/our bank detailed below:

Bank verification number

Bank name

Bank branch

Bank address

Bank account number Current Savings
Account opening date
Account type (Tick)

Shareholder Account Information
Surname* First name* Other names

Address:

City State Country

Previous address (If any)

CHN (If any) Email address

Mobile telephone 1 Mobile telephone 2

Signature(s) Joint\Company’s signatories Company’s seal

Authorised signature of banker Authorised stamp of banker

First Registrars & Investor Services Ltd

270 FBN HOLDINGS PLC Annual Report and Accounts 2017 ...connecting you to your wealth

Website: www.firstregistrarsnigeria.com Email: [email protected]

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

E-BONUS Form F rst

Instruction
Please complete all sections of this form to make it eligible for processing and return to the address below:
The Registrar,
First Registrars & Investor Services Ltd.
2, Abebe Village Road, Iganmu,
PMB 12692 Marina,
Lagos, Nigeria.
Please credit my account at Central Securities Clearing Systems Limited (CSCS) with all subsequent allotments and bonuses
due to me from FBN Holdings Plc.
Shareholder Account Information

Surname* First name* Other names

Address line 1*

Address line 2*

City State Country

Mobile telephone*

Email address* Joint/Company’s signatures* Company seal
Signature(s)*

CSCS Details

Stockbroker

Clearing house number C

Authorised signature and stamp of stockbroker

Please attach a copy of your CSCS Statement to this form as
evidence that you maintain a valid account with the CSCS

First Registrars & Investor Services Ltd

Website: ...connecting yEomu atoil:[email protected] PLC Annual Report and Accounts 2017 271
www.firstregistrarsnigeria.com

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

272 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

FBN HOLDINGS PLC
Shareholders Data Update Form

In our commitment to having up-to-date records of our shareholders, please complete this form below.
Surname
First name
Other names
Email address
Primary GSM number
Clearing house number (CHN)
Bank verification number (BVN)
Preferred stockbroker’s name
Date of birth
Bank name
Bank account number
Old address

New addresses (to be used for address update)

Next of kin
Next of kin’s phone number

I/We hereby authorise FBNHoldings Plc to update my/our shareholding accounts with the above information.

Individual shareholder signature Joint shareholder signature

Corporate shareholder Company seal

Kindly download the update form from our websites:
http://www.fbnholdings.com/ or http://ir.fbnholdinFBgNs.HcOoLmD/INGS PLC Annual Report and Accounts 2017 273

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

274 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Contact Information

BUSINESS ADDRESS TELEPHONE NUMBER

Commercial Banking 0700 FIRSTCONTACT, +234 1 448 5500
+44 207 920 4920
First Bank of Nigeria Limited 335 Samuel Asabia House, Marina, Lagos, , Nigeria +243 82 000 0107
+233 302 23 6133, +233 302 23 5611
FBNBank (UK) Limited 28 Finsbury Circus, London, EC2M 7DT, UK
+220 799 3502, +220 437 7889,
FBNBank DRC S.A. Limited 191 Avenue de L’Equateur, Kinshasa/Gombe, DRC +220 914 7426
+224 664 53 53 53
FBNBank Ghana Limited Boakye Mattress Building, Liberation Road near the Golden Tulip
+232 76 741 737, +232 99305600
Hotel, Accra  Ghana +221 33 869 7935, +221 77 657 8736

FBNBank Gambia Limited GIEPA House, 48, Kairaba Avenue, Serrekunda, KSMD, P.O. Box +234 1 2777800-1

1600, Banjul, The Gambia +861 3911 187318, +861 3343 267635

FBNBank Guinea Limited Immeuble Kalinko Dye, Boulevard Telli Diallo, Koulewondy +234 1-2702290; +234 1-2702291;
+234 1-2702292; +234 1-2702293;
Commune, Kaloum, Conakry, Guinea +234 1 2702294; +234 1 2798300
+234 84 802 745
FBNBank Sierra Leone Limited 22 Rawdon Street, Freetown, Sierra Leone +234 9 291 6757
+ 234 1 2798300; +234 708 065 3100
FBNBank Senegal Limited Immeuble NIANGADO, Rond-Point Ngor Almadies à côté de la +243 84 802 745
+234 9 291 6757
Station Shell. Dakar, Senegal  + 234 1 2798300; +234 708 065 3100
+234 7 033 230 533
First Pension Custodian Nigeria  Limited 6 Maduike Street, Off Raymond Njoku Street, S.W. Ikoyi, Lagos, +234 9 291 6757
+234 1 279 8300; +234 708 065 3100
Nigeria. +234 802 059 6019
+234 701  045 5883
FirstBank Representative Office +234 1 279 8300
+234 1 2798300; +234 708 065 3100
Beijing Rep. Office Unit 1431, Tower B COFCO Plaza, No 8 Jianguomennei, Street,
+234 1 905 4810, +234 1 905 4444
Dong Cheing District, Beijing, China  +234 1 905 4810
+234 1 4622185
Merchant Banking and Asset Management

FBNQuest Merchant Bank Limited 10 Keffi Street, Off Awolowo Road, S.W. Ikoyi, Lagos, Nigeria.

FBNQuest Capital Limited FirstBank Building (2nd Floor), 22/24, Aba Road, Port Harcourt.
18, Mediterranean Street, Imani Estate, Maitama. Abuja.
FBNQuest Capital Assets Management 16-18 Keffi Street, Off Awolowo Road, S.W. Ikoyi, Lagos, Nigeria
Limited FirstBank Building (2nd Floor), 22/24, Aba Road, Port Harcourt.
18, Mediterranean Street, Imani Estate, Maitama. Abuja.
FBNQuest Trustees Limited 16-18 Keffi Street, Off Awolowo Road, S.W. Ikoyi, Lagos, Nigeria
FirstBank Building (2nd Floor), 22/24, Aba Road, Port Harcourt.
FBNQuest Funds Limited 18, Mediterranean Street, Imani Estate, Maitama. Abuja.
FBNQuest Securities Limited 16-18 Keffi Street, Off Awolowo Road, S.W. Ikoyi, Lagos, Nigeria
Insurance FirstBank Building (2nd Floor), 22/24, Aba Road, Port Harcourt.
FBN Insurance Limited 18, Mediterranean Street, Imani Estate, Maitama. Abuja.
FBN General Insurance Limited 16 Keffi Street, Off Awolowo Road, South/West, Ikoyi, Lagos
FBN Insurance Brokers Limited 16 Keffi Street, Off Awolowo Road, South/West, Ikoyi, Lagos

34 Marina Old Nipost Building, Marina, Lagos
298, Ikorodu Road, Anthony, Lagos
9/11 Macarthy Street, Onikan, Lagos

FBN HOLDINGS PLC Annual Report and Accounts 2017 275

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Glossary of Ratios

Ratio = Basis of computation
=
Average cost of deposits = Interest expense (on deposits)
Basic earnings per share = Average deposit (i.e. opening + closing balance)/2
Book value per share (BVPS) = Profit attributable to ordinary shareholders (after deduction of debenture interest and tax)
Cost of borrowed funds =
Cost of funds = Weighted average number of shares in issue
Cost of interbank takings = Total equity
Cost of managed funds =
Cost of risk = Number of outstanding shares (35, 895, 292, 792 units)
Cost to income ratio =
Debt to capital = Expense on borrowed funds
Dividend per share = Average borrowed funds (opening + closing)/2
Debt to EBITDA =
Gearing ratio = Interest expense
Interest earning assets = Average interest-bearing liabilities (opening + closing)/2
Leverage =
Liquidity ratio = Interest expense on interbank takings
Loan to deposit ratio = Average interbank takings (opening + closing)/2
Marginal cost of fund =
Net interest margin (1) = Expense on managed funds
Net interest margin (2) = Liabilities on investment contracts
Net loans =
Net revenue = Loan loss expense
Net revenue from funds = Average loans
NPL coverage =
NPL ratio = Operating expenses (operating cost before loan loss expense)
Operating profit margin Operating income
Pre-provision operating profit Long-term debt

Long-term debt + equity

Dividend
Number of shares in issue

Long-term debt
Operating income

Long-term debt
Total shareholders’ funds

Due from other banks + treasury bills + Securities (bonds) + loans and advances

Total assets
Total shareholders’ funds

Liquid assets
Deposit liabilities (as prescribed by the CBN)

Total loans
Total deposit

Increase in interest expense during the month
Increase in average deposits during the same month (annualised)

Net interest income
Average interest-earning assets (i.e. opening + closing )

Net interest income
Total interest income

Gross loans – loan loss provision

Net interest income + net fee and commission income + other income

Interest income – (interest expense + loan expense)

Loan loss provision (including interest in suspense) + Statutory credit reserve
Gross NPLs

Non-performing loans
Gross loans

Operating profit
Gross earnings

Operating profit + impairment charge on credit losses
Provision on non-performing loans

276 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Glossary of Ratios

RATIO BASIS OF COMPUTATION

Provisioning level = Total provision
(non-performing loans cover) Total NPL
Share price
Price to book =
Total assets – intangible assets and liabilities
Price earnings = Market value per share
Earnings per share
Return on average assets = PAT x 100
Average total asset x 100
Return on average equity = PAT
Average total equity
Risk asset ratio = Total loans
Total assets
Risk-weighted assets* =
Assets x weight of risks
Tier 1 ratio =
Total tier 1 capital
Tier 2 ratio = Risk-weighted assets

Total capital adequacy ratio = Total tier 2 capital
Risk-weighted assets
Yield on interest earning assets = Total qualifying capital
Risk-weighted assets

Interest income
Average interest earning assets

*Risk asset is computed using risk weights supplied by CBN/Basel.

FBN HOLDINGS PLC Annual Report and Accounts 2017 277

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Abbreviations

AGM Annual General Meeting ERM Enterprise Risk Management

AGM Assistant General Manager ESGMS Environmental, Social and Governance Management

ALCO Assets and Liabilities Management Committee System

AMCON Asset Management Corporation of Nigeria ETFs Exchange Traded Funds

AOM Area Operations Manager FCA Fellow, Institute of Chartered Accountants of

ATM Automated Teller Machine Nigeria

AUM Assets Under Management FCCA Fellow of the Association of Chartered Certified

AURR Additional Unexpired Risk Reserve Accountants

BARAC Board Audit and Risk Assessment Committee FCIB Fellow of the Chartered Institute of Bankers of

BCL Basic Chain Ladder Method Nigeria

BFIC Board Finance and Investment Committee FCT Federal Capital Territory

BGNC Board Governance and Nominations Committee FGN Federal Government of Nigeria

BU Business Units FMAP FirstBank Management Associate Programme

BRCC Business Risk and Compliance Committee FMCG Fast-Moving Consumer Goods

BRMC Board Risk Management Committee FPCNL First Pension Custodian Nigeria Limited

CAAP Control Administrative and Accounting Procedure FRR Facility Risk Rating

CAE Chief Audit Executive FSA Financial Services Authority

CAMA Companies and Allied Matters Act FSS First Share Services

CAR Capital Adequacy Ratio FMDA Financial Market Dealers Association

CASA Current and Savings Accounts FUTA Federal University of Technology

CBN Central Bank of Nigeria FX Foreign Exchange

CCO Chief Compliance Officer GDP Gross Domestic Product

CEO Chief Executive Officer GDR Global Depositary Receipt

CEP Continuous Education Programme GEC Group Executive Committee

CFP Contingency Funding Plan GMD Group Managing Director

CFR Commander of the Order of the Federal Republic GMC Group Management Committee

CGU Cash Generating Unit GRSC Group Risk Stakeholder Committee

CIPM Chartered Institute of Personnel Management GPI Gross Premium Income

COSO Committee of Sponsoring Organisation GITSC Group IT Steering Committee

COT Commission on Turnover GITOC Group IT Operations Committee

CPC Centralised Processing Centre GRC Governance Risk Management and Compliance

CPI Consumer Price Index HCMD Human Capital Management and Development

CPFA Closed Pension Fund Administrator HNI High Net Worth Individual

CRM Credit Risk Management HR Human Resources

CRO Chief Risk Officer IBNR Incurred But Not Reported

CRR Collateral Risk Rating ICAFAS Internal Control and Anti-Fraud Automated Solution

CSCS Central Securities Clearing System ICAN Institute of Chartered Accountants of Nigeria

CSR Corporate Social Responsibility ICEG Internal Control and Enhancement Group

DCS Direct Cash Settlement ICTSC ICT Steering Committee

DMD Deputy Managing Director IFC International Finance Corporation

DPM Deposit Money Banks IFRS International Financial Reporting Standards

DPS Dividend Per Share IGR Internally Generated Revenue

DRC Democratic Republic of Congo IMF International Monetary Fund

DVM Doctor of Veterinary Medicine IMTOs International Money Transfer Organisations

EAR Earnings at Risk IOD Institute of Directors

ECA Export Credit Agencies IOCs International Oil Companies

ECM Equity Capital Markets IRS Internal Revenue Service

EPS Earnings per Share ISO International Organisation for Standardisation

278 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Abbreviations

ISMS Information Security Management System OPL Open Position Limit

IT Information Technology ORM Operational Risk Management

ITF Industrial Training Fund ORR Obligor Risk Rating

JAN Junior Achievement Nigeria OTC Over the Counter

KPI Key Performance Indicator P&L Profit and Loss Account

KRI Key Risk Indicator PAT Profit after Tax

KYB Know Your Customer’s Business P/B Price to Book

KYC Know Your Customer PBOC People’s Bank of China

LEAP Leadership Effectiveness Accountability and PBT Profit Before Tax

Professionalism PCI DSS Payment Card Industry Data Security Standard

LGD Loss Given Default PCS People Connect System

M&A Mergers and Acquisitions PD Probability of Default

MANCO Management Committee P/E Price Earnings

MCC Management Credit Committee PE Private Equity

MBAM Merchant Banking and Asset Management PFA Pension Fund Administrator

MB/D Million Barrels a Day PFP Pay for Performance

MDAs Ministries, Departments and Agencies PFR Pay for Role

MDSA My Daily Savings Account P/L Profit and Loss

MFBs Microfinance Banks POS Point of Sale

MIS Management Information System PSQA Process and Service Quality Assurance

MOOCs Massive Open Online Course RCSA Risk and Control Self-Assessment

MoU Memorandum of Understanding RIMAN Risk Managers Association of Nigeria

MPC Monetary Policy Committee RM Relationship Manager

MPR Monetary Policy Rate RMD Risk Management Directorate

MRPC Market Risk Policy Committee ROE Return on Equity

MSMEs Micro, Small and Medium-size Enterprises ROM Regional Operations Manager

NAICOM National Insurance Commission SAC Statutory Audit Committee

NASB Nigerian Accounting Standards Board SAS Statistical Analysis Software

NBA Nigerian Bar Association SBU Strategic Business Unit

NBS National Bureau of Statistics SDGs Sustainable Development Goals

NDIC Nigeria Deposit Insurance Corporation SEC Securities and Exchange Commission

NERC Nigerian Electricity Regulatory Commission SLA Service Level Agreement

NGN Nigerian Naira SMCAA Small and Middle Capitalisation Companies

NGO Non-Governmental Organisation Association

NIM Net Interest Margins SME Small and Medium Enterprise

NIM Nigerian Institute of Management SMDP Senior Management Development Programme

NPL Non-performing loan SMS Short Message Service

NSE Nigerian Stock Exchange SRF Strategic Resource Function

NVMA Nigerian Veterinary Medical Association TAT Turnaround Time

OOF Oba Otudeko Foundation TOM Target Operating Model

OCI Other Comprehensive Income UAT User Acceptance Testing

OECD Organisation for Economic Co-operation and USSD Unstructured Supplementary Service Data

Development UPR Unexpired Premium Reserve

OFR Officer of the Order of the Federal Republic VaR Value at Risk

OPEX Operating Expenditure WACC Weighted Average Cost of Capital

WODAC Women Development and Child Protection Centre

FBN HOLDINGS PLC Annual Report and Accounts 2017 279

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

complaints management policy

Introduction Ÿ Comply with sector specific regulations on complaints
management, as it relates to SEC and NSE regulations on
FBN Holdings Plc (‘Group’) is committed to delivering high standard complaints management within the Capital Market and other
of service to all stakeholders across the Group. Occasionally, the relevant regulations on complaints management to be issued
Group may not live up to stakeholders’ expectations and promises and from time-to-time.
without an appropriate feedback mechanism to manage stakeholders’
complaints and expectations, this commitment could be undermined, Scope of the Policy
resulting in loss of customers, erosion of public confidence, and
reputational damage to the Group. This policy shall apply to:
Based on this, it becomes necessary to establish a policy for managing
stakeholder’s complaint. Complaint for the purpose of this policy is Ÿ FBN Holdings Plc., Subsidiary companies and staff within the
defined as ‘’an expression of dissatisfaction made to an organisation, Group;
related to its products and or services, or the complaints-handling
process itself, where a response or resolution is explicitly or implicitly Ÿ All customers/clients both internal and external.
expected”.
In developing this policy, we have endeavored to align the policy Ÿ Third parties working in association, partnership or in contractual
to relevant regulatory requirements, as well as leading practices arrangements with entities within the Group;
in complaints management. This policy is designed to meet the
requirements of the following regulations: Ÿ Third party auditors and service providers;
Ÿ Securities and Exchange Commission (SEC)–Rules relating to
Ÿ External organisations providing customer representation such
Complaints Management Framework of the Nigerian Capital as advocacy and complaints services; and
Market.
Ÿ The Nigerian Stock Exchange (NSE)–Compliant Management Ÿ Other stakeholders not listed above.
Requirements for all listed companies.
Where necessary, the principles contained in this policy shall Complaints to be handled by this policy
guide business group in developing their respective sector specific
Complaints Management Policy and Guidelines. The under listed are the various forms of complaints this policy is
designed to manage:
Objective of the Policy
Ÿ Customer/clients complaints which may include: complaints
This Policy is aimed at ensuring prompt and efficient management which may require formal or informal feedback, concerns,
of complaints brought to the attention of the Group. It is also statements of issues/omissions and points of disagreement or
intended to help improve the services offered by enabling the Group dispute;
detect its weaknesses, remedy problematic or unfair situations, and
enhance operating methods, while ensuring efficient, fair and prompt Ÿ Complaints by competitors in any of the business Group;
treatment of all complaint received.
Specific objectives of this policy are to ensure: Ÿ Complaints by or through Regulators, such as Central Bank
Ÿ Complainant is provided with access to an open and responsive of Nigeria (CBN), Securities and Exchange Commission
(SEC), Nigeria Stock Exchange (NSE) and or self-regulatory
Complaints Management Policy; organisations like, Financial Market Dealers Quotation (FMDQ);
Ÿ Complaints are resolved in a consistent, systematic and and

responsive manner, to the satisfaction of the complainant and Ÿ Other Complaints, which could be in form of; trade manipulations,
the Group; accounting frauds, Ponzi schemes etc.
Ÿ Causes of complaints are identified and resolved/eliminated,
trends are monitored, ultimately to improve the Group's All complaints to relevant entities in the Group shall be sent to
operations; and the address contained in page 276, while complaints relating to the
Group office (FBN Holdings Plc.) shall be sent to the address/media
contained in pages 283 of this report.

280 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

complaints management policy

All complaints shall contain at the minimum the following: Complaints not covered by this Policy

a. Name of complainant The under listed complaints are not covered by this policy:
b. Full address
c. GSM number Ÿ Complaints on matters that are sub-judice or in arbitration,
d. E-mail address including employee related dispute.
e. Signature of the complainants
f. Date Ÿ Complaints falling outside the purview of the Group’s business.
g. Nature/description of complaints
h. other supporting documents. Ÿ Complaints which may not require a resolution or formal follow-
up. While this type of feedback is valuable, the Policy does not
Complaints Management Principles apply to feedback of this nature.

In line with leading practices, the under listed principles shall guide FBNHoldings complaints management process:

GUIDING PRINCIPLES OF COMPLAINTS HANDLING

PRINCIPLE APPLICATION

Visibility The Complaints Management Policy is well-publicised to customers, clients, staff and other stakeholders on
FBNHoldings website, with extracts of the policy in the Annual Reports and Accounts.

Accessibility The Complaints Management Policy is available to all customers/clients and other stakeholders, and it is
user-friendly. Complaints are welcome from customers/clients who are dissatisfied with the Group member
decisions, actions or services.

Responsiveness Ÿ Complaints will be acknowledged and resolved promptly.
Ÿ Complaints will be handled in an efficient and effective manner, and accorded the urgency it deserves.
Ÿ Complainants will be treated courteously and kept informed of the progress of their complaint

throughout the complaint-handling process.

Objectivity Each complaint is addressed in an equitable, objective and unbiased manner through the complaints
management process.

Charges Access to the Group’s complaints management process is free of any charge to the complainant.

Confidentiality Complaints are handled confidentially to avoid any form of embarrassment to innocent people. Personally
identifiable information concerning the complainant is actively protected from disclosure and only made
available for the purposes of addressing the complaint.

Customer/Client-focused Group members are committed to efficient, prompt and fair resolution of complaints. The Group is open to

approach feedback and constantly reminds customers/clients of their right to make complaints.

Accountability The Group accept responsibility for effective complaints handling, and units responsible for complaints
management will ensure that, where appropriate, issues raised as a result of failure in the complaints
handling process are adequately addressed.

Continual Improvement The complaints management policy and process will be reviewed as at when required, to enhance its overall
efficiency and delivery of effective outcomes.

FBN HOLDINGS PLC Annual Report and Accounts 2017 281

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complaints management policy

Board and Management Commitment to Time Limit for Investigation of Complaints,
the Policy Regulatory Reporting Responsibility and
Complaints Register
The Board and Management are highly committed to promoting
an effective and efficient complaints handling across the Group, It shall be the policy of the Group to handle all complaints promptly
and adequate resources shall be deployed towards ensuring the and as fairly as possible. While it might not be possible to set a
achievement of this objective. specified time limit for the resolution of complaints in view of the
diverse nature of complaints, subsidiaries shall endeavor to resolve all
Regular complaints management training across the Group to ensure complaints within the time limits specified by the respective sector
best-in-class complaints handling technique and strict adherence to specific regulator.
the complaints handling policy and guide shall be encouraged.
Where regulators require the Group office (FBN Holdings Plc) or
Finally, all complaints received shall be acknowledged, and analysed entities within the Group to render regular reports on complaints,
towards aiding and ensuring informed continuous quality improvement entities affected by such regulation shall be responsible for such
initiatives, corrective and preventative management strategies. regulatory returns, while the compliance function of both the
Group Office (FBN Holdings Plc) and affected entities shall monitor
Policy Statement compliance with such regulatory reporting requirements, and also
ensure implementation of this policy.
This policy is designed to provide guidance on how the Group
manages complaints. FBNHoldings is committed to achieving service In line with SEC and NSE requirements, entities within the Group
excellence and will strive to deliver services in a professional, operating in the Capital Market (Capital Market Operators-CMO)
consistent, coordinated and timely manner. shall be required to maintain an electronic complaint register which
will be updated monthly with the under listed information:
The Group encourages all stakeholders (complainant) to lodge their
complaints, as these comments would allow the Group improve on its Ÿ Name of the complainant
services and products. Also, the Group encourages staff to respect Ÿ Date of the complaints
customers/clients and also endeavor to anticipate customer/clients’ Ÿ Nature of complaints
needs and expectations. Ÿ Complaints details in brief
Ÿ Status of resolution
The Group is committed to ensuring the following: Ÿ Remark/comments

Ÿ Awareness of our stakeholders of the Group`s complaint Finally, all complaints from shareholders and other stakeholders
management process; relating to FBN Holdings Plc shall be directed to:

Ÿ That both customers/clients and staff understand our Company Secretariat or Investors Relations Department
complaints handling process; FBN Holdings Plc.
Samuel Asabia House
Ÿ Complaints are investigated impartially with a balanced view of 35 Marina, P O Box 5216
available information or evidence; Lagos, Nigeria

Ÿ Complaints are considered on their merits taking into account E-mails and Phone numbers:
individual circumstances; and [email protected]
Phone: +234(1)9052222 and +234(1)9052223
Ÿ Recognition of customer/clients’ right to provide feedback and or [email protected]
complain about product or services rendered. Phone: +234(1)9052720, +234(1)9051147, +234(1)9051386
and +234(1)9051086
Finally, the policy shall be made available to all stakeholders on the
website of FBNHoldings and extract of the policy shall also be made Dr Oba Otudeko, CFR Oluseye Kosoko
available to shareholders in the Annual Report and Accounts of FBN
Holdings Plc. Group Chairman Company Secretary

FBN Holdings Plc FBN Holdings Plc

282 FBN HOLDINGS PLC Annual Report and Accounts 2017

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

NOTES

FBN HOLDINGS PLC Annual Report and Accounts 2017 283

GROUP OVERVIEW OUR APPROACH GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Shareholder enquiries Customer enquiries
[email protected]
+234 1 2799880 [email protected]
firstregistrarsnigeria.com 0700 FIRSTCONTACT
+234 1 4485500
Head, Investor Relations +234 708 0625000
Tolulope Oluwole
Registered address
[email protected]
+234 1 9052720 Samuel Asabia House
35 Marina, Lagos
PO Box 5216, Nigeria
Registration No. RC916455

www.fbnholdings.com
www.fbnholdings.com/annualreport/2017

284 FBN HOLDINGS PLC Annual Report and Accounts 2017


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